James Neary
WEXAbout James Neary
James Neary (age 60) is an independent director of WEX Inc. since 2016, currently serving on the Finance Committee and the Leadership Development & Compensation Committee (LDCC) . He is a Managing Director and Co‑Head of U.S. Private Equity at Warburg Pincus, a member of its Executive Management Group, and previously led sector teams in Industrials, Technology, Media & Telecom, and Capital Markets; prior roles include senior positions at Chase Securities and Credit Suisse First Boston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; Co‑Head U.S. Private Equity; Executive Management Group | Joined 2000; Co‑Head since Dec 2020 | Led Industrials & Business Services (2013–2020) and late‑stage tech/business services; earlier co‑led TMT; capital markets leadership |
| Chase Securities | Managing Director | Prior to 2000 | Capital markets leadership |
| Credit Suisse First Boston | Investment banking roles | Prior to Chase Securities | Capital markets/investment banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sotera Health | Director; Chair of LDCC | Current | Chairs Compensation Committee; governance and human capital oversight |
| Mount Sinai Health System | Trustee | Current | Non‑profit health system governance |
| Endurance International Group | Former Director | Prior | Board oversight in web‑presence solutions |
| Fidelity National Information Services (FIS) | Former Director | Prior | Governance at major bank technology processor |
| Coyote Logistics (UPS) | Former Director | Prior | Oversight for logistics business now owned by UPS |
| Interactive Data Corporation (ICE) | Former Director | Prior | Board oversight for market data and analytics (now owned by ICE) |
Board Governance
- Independence: The Board determined Neary is independent under NYSE standards; all members of Audit, Corporate Governance, and LDCC are independent .
- Committees: Member, LDCC and Finance Committee; LDCC met 6 times in 2024; Finance met 4 times in 2024 .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; directors are expected to attend the Annual Meeting and all then‑serving directors did so in 2024 .
- Executive sessions: Independent directors meet at least semi‑annually in executive session, led by the Lead Director .
- Compensation Committee interlocks: None in 2024; LDCC composed solely of independent directors .
- Shareholder voting signal: At the 2025 Annual Meeting, Neary’s re‑election received 20,817,546 “For” and 9,179,600 “Against” votes (notable relative to most other nominees), which may indicate investor scrutiny; he was elected .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non‑employee director cash retainer | $85,000 | Paid quarterly |
| Committee chair fees (not held by Neary at WEX) | Audit $30,000; LDCC $25,000; Finance $20,000; Corporate Governance $20,000; Tech & Cyber $20,000 | Chair fees; Neary is not disclosed as current chair of WEX committees |
| Annual equity retainer (2024) | ~$200,000 RSUs | Granted at 2024 Annual Meeting; vest on first anniversary |
| Annual equity retainer (2025) | ~$215,000 RSUs | To be granted post‑2025 Annual Meeting; vest on first anniversary |
2024 director compensation (Neary):
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| James Neary | $92,143 | $200,035 | $292,178 |
Notes: Equity retainer value based on NYSE closing price at grant; directors may elect deferrals into DSUs; RSUs from 2024 vest on May 9, 2025 .
Performance Compensation
Non‑employee director pay at WEX is not performance‑conditioned; equity grants are time‑vested RSUs with one‑year vesting. No director options in the program; directors can defer into DSUs .
Director equity grant details (Neary):
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (2024) | May 9, 2024 | 960 | $200,035 | First anniversary (May 9, 2025) |
| Unvested RSUs at 12/31/2024 | — | 960 | N/A | Vests May 9, 2025 |
Other Directorships & Interlocks
| Company | Relationship to WEX | Potential Interlock/Conflict Notes |
|---|---|---|
| Sotera Health (Director; LDCC Chair) | Unrelated industry | No WEX‑related transactions disclosed in related party section |
| Prior boards (FIS, Endurance, Coyote/UPS, Interactive Data/ICE) | Financial tech/data/logistics | No current WEX related party transactions disclosed; Board reviews potential conflicts via Corporate Governance Committee |
Expertise & Qualifications
- Finance/M&A: 20+ years of private equity experience; strong finance and reporting acumen for Board oversight .
- Industry: Broad exposure across technology and business services sectors; current governance role at Sotera Health .
- Global/Leadership: Executive leadership at Warburg Pincus; global deal and portfolio oversight .
Equity Ownership
| Holder | Common Stock Owned | Right to Acquire (by 5/31/2025) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| James Neary | 7,223 | 960 | 8,183 | <1% |
- Ownership guidelines: Non‑employee directors must hold equity equal to 5x annual cash retainer; as of July 31, 2024, all then‑serving non‑employee directors were in compliance .
- Hedging/pledging: Prohibited for directors under WEX’s insider policy .
- Deferred stock units: DSUs convert 200 days post‑Board service; Neary not listed among directors with DSUs as of March 31, 2025 .
Governance Assessment
- Committee assignments: Neary’s LDCC and Finance roles align with his deep finance and M&A background, supporting Board effectiveness on capital allocation, transactions, and pay practices .
- Independence & conflicts: Independence affirmed; Corporate Governance Committee oversees related party transactions and conflicts; 2024 disclosure lists no Neary‑related transactions .
- Engagement & attendance: Board and committees met regularly in 2024; directors met attendance expectations; independent executive sessions bolster oversight .
- Director pay alignment: Mix of cash retainer and time‑vested RSUs; mandatory ownership guidelines and anti‑hedging/pledging enhance alignment; per‑director annual equity cap under plan supports pay discipline .
- Shareholder signals: Elevated “Against” votes on Neary’s 2025 re‑election versus peers suggest investor attention; monitoring future engagement and any noted concerns is prudent .
- Policy shifts: 2025 charter amendment for officer exculpation (Delaware 102(b)(7)) and expanded equity plan share reserve were approved; not directly implicating director independence but reflect governance posture and equity compensation strategy .
RED FLAGS to monitor:
- 2025 director vote variance for Neary (9.18M “Against”) indicates potential investor skepticism; review proxy advisory commentary or investor feedback if available .
- Any future related‑party exposure linked to private equity affiliations (none disclosed for 2024–2025) should continue to be vetted by the Corporate Governance Committee .
SAY‑ON‑PAY & SHAREHOLDER FEEDBACK:
- 2024 Say‑on‑Pay support ~98% of votes cast, indicating strong shareholder endorsement of executive pay program .
- 2025 Say‑on‑Pay approved (28,594,049 For; 1,385,137 Against; 36,865 Abstain), consistent with prior support trend .